This document is available in three
formats: this web page (for browsing content), PDF (comparable to original document formatting), and
WordPerfect. To view the PDF you will need
Acrobat Reader, which may be downloaded from the Adobe site. For an official signed copy, please contact the
Antitrust Documents Group.

PETITION BY THE UNITED STATES FOR AN ORDER TO SHOW CAUSE WHY
RESPONDENTS CAL DIVE INTERNATIONAL, INC. AND HELIX ENERGY
SOLUTIONS GROUP, INC. SHOULD NOT BE FOUND IN CIVIL CONTEMPT

The United States of America, by its attorneys, acting under the direction
of the Attorney General of the United States, presents this Petition
for an Order requiring Respondents Cal Dive International, Inc. and
Helix Energy Solutions Group, Inc. to show cause why they should not
be found in civil contempt of the Final Judgment entered by this Court
on January 11, 2006, in United States v. Cal Dive International,
Inc., et al., Civil Action No. 1:05CV02041 (D.D.C. 2005) ("Final
Judgment") and the Hold Separate Stipulation and Order ("Hold Separate
Order") entered by this Court on October 27, 2005. A copy of the Final
Judgment is appended to this petition as Exhibit
1 and a copy of the Hold Separate Order is appended as Exhibit
2. The United States represents as follows:

I. RESPONDENTS

On October 18, 2005, the United States named Cal Dive International,
Inc. ("CDI") a defendant in United States v. Cal Dive International,
Inc., et al., Civil Action No. 1:05CV02041 (D.D.C. 2005). At the
time the case was filed, CDI was a corporation organized and existing
under the laws of the state of Minnesota. It had its principal place
of business at 400 North Sam Houston Parkway East, Houston, Texas
77060.

On or about February 3, 2006, CDI formed a new subsidiary, also
named Cal Dive International, Inc., which was incorporated in the
state of Delaware ("Cal Dive"). Cal Dive has its principal place of
business at 400 North Sam Houston Parkway East, Houston, Texas 77060.
Cal Dive, a Respondent to this Petition, had notice of, and is subject
to, the terms of the Final Judgment and Hold Separate. As used herein,
"Cal Dive" shall refer to Cal Dive, the Delaware corporation, or its
predecessor, CDI.

On or about March 6, 2006, CDI changed its name to Helix Energy
Solutions Group, Inc. ("Helix"). Helix, formerly known as CDI, is
a corporation organized and existing under the laws of the state of
Minnesota, also with its principal place of business at 400 North
Sam Houston Parkway East, Houston, Texas 77060. Helix, a Respondent
to this Petition, is the majority owner of Cal Dive. Helix had notice
of, and is subject to, the terms of the Final Judgment and Hold Separate
Order.

II. JURISDICTION OF THE COURT

This petition alleges violations of the Final Judgment and Hold
Separate Order by the Respondents. This Court has jurisdiction both
under its inherent powers to enforce compliance with its orders and
under Section XIII of the Final Judgment, which provides:

This Court retains jurisdiction to enable any party to this
Final Judgment to apply to this Court at any time for further
orders and directions as may be necessary or appropriate to carry
out or construe this Final Judgment, to modify any of its provisions,
to enforce compliance, and to punish violations of its provisions.

III. THE FINAL JUDGMENT AND HOLD SEPARATE

On October 18, 2005, the United States filed a civil antitrust Complaint
under Section 7 of the Clayton Act, 15 U.S.C. 18, seeking to permanently
enjoin the proposed acquisition by Cal Dive of certain assets from
Stolt Offshore, Inc. and S&H Diving, LLC (collectively, "Stolt"),
including a number of diving support vessels, saturation diving systems,
and other assets used by Stolt to provide saturation diving services
in the United States Gulf of Mexico ("U.S. Gulf"). The Complaint alleged
that the transaction would substantially lessen competition for saturation
diving services in the U.S. Gulf.

Simultaneously with filing the Complaint, with the consent of Cal
Dive, the United States also filed a proposed Final Judgment and Hold
Separate Order. An amended proposed Final Judgment, agreed upon in
writing by the parties, was filed in Court on October 27, 2005. To
preserve competition for saturation diving services in the U.S. Gulf,
the amended proposed Final Judgment ordered Cal Dive to divest (a)
the vessel designated as the Seaway Defender, a vessel with a permanently
installed saturation diving system; (b) the vessel designated as the
Midnight Carrier, a vessel capable of accommodating a portable saturation
diving system; and (c) the Torch Saturation Diving System, a portable
saturation diving system (collectively, the "Saturation Diving Assets").
The Saturation Diving Assets were to be divested to one or more acquirers,
acceptable to the United States, that had the intent and capability
to compete effectively in the saturation diving business in the U.S.
Gulf.

Cal Dive, pursuant to the terms of the Hold Separate Order, was
bound by the terms of the proposed Final Judgment as of October 18,
2005, and by the terms of the amended proposed Final Judgment as of
October 27, 2005.

The Court entered the amended proposed Final Judgment on January
11, 2006, upon completing the public interest review called for by
the Antitrust Procedures and Penalties Act, 15 U.S.C. §16.

To ensure a "prompt and certain" divestiture of the Saturation Diving
Assets that would prevent any substantial lessening of competition,
the Final Judgment and the Hold Separate Order, among their provisions,
ordered Cal Dive to:

use its "best efforts to divest the Saturation Diving Assets
as expeditiously as possible" (Final Judgment § IV.A.);

divest the assets in the same condition and state of repair as
they existed at the time it acquired them, ordinary wear and tear
excepted (Final Judgment § IV.E. & Hold Separate §
V.A.);

take no action that would jeopardize, delay, or impede the divestiture
or impede the operation of the Saturation Diving Assets (Final Judgment
§§ IV.F. & VIII. & Hold Separate § V.B.);
and

abide by and comply with the provisions of the proposed Final
Judgment pending its entry by the Court (Hold Separate § IV.B.).

IV. RESPONDENTS' CONDUCT

In the summer of 2005, the U.S. Gulf region was devastated by Hurricanes
Rita and Katrina, which damaged over 200 oil drilling platforms and
hundreds of miles of pipeline in the U.S. Gulf. The need to inspect
and repair these facilities created an unprecedented demand for saturation
diving services, as well as for diving vessels and saturation diving
systems such as the Saturation Diving Assets.

By November 1, 2005, Cal Dive had taken possession of the Saturation
Diving Assets, including the Seaway Defender, and immediately began
working the Seaway Defender in the U.S. Gulf.

As a result of the demand arising from the hurricane damage, Cal
Dive had a strong financial incentive to retain ownership and continue
receiving the revenues from the Seaway Defender for as long as possible.
At the same time, Cal Dive expected there would be considerable interest
in the Saturation Diving Assets, and the Seaway Defender in particular,
once firms knew of their availability.

Cal Dive chose to engage in a course of conduct that had the effect
of delaying and impeding the divestitures and failed to use its best
efforts to divest the assets as expeditiously as possible. Among other
things:

Cal Dive failed to use accepted industry means that it had previously
used to sell similar assets and ignored an expression of interest
in the Seaway Defender by a competitor which, if pursued, could
have concluded in an expeditious divestiture of the vessel;

Cal Dive decided to sell the Seaway Defender by auction, but
scheduled that auction for only two weeks prior to the divestiture
deadline. Cal Dive also established auction rules that were designed
to, and did, deter participation in that auction, such as requiring
that the successful purchaser lease the vessel back to Cal Dive
for an open-ended period and at a below market daily charter rate;
and

Cal Dive proposed purchasers to the Department of Justice for
its approval that Cal Dive knew or should have known were unacceptable
under the decree in that they did not have the intent or capability
to compete independently of Cal Dive in the U.S. Gulf, including
one purchaser ­ Offshore Technology Solutions Limited ­
in which Cal Dive held a substantial ownership interest.

Because of Cal Dive's course of conduct, no acceptable purchasers
of the Saturation Diving Assets were approved prior to the deadline
for Cal Dive to accomplish the divestitures. After that deadline lapsed,
Cal Dive found an appropriate purchaser for one of the assets to be
divested, the Torch Saturation Diving System. The United States then
moved the Court to appoint a trustee to effect the divestitures of
the Seaway Defender and Midnight Carrier. Cal Dive continued to earn
revenues by operating the Seaway Defender while the trustee worked
to find appropriate purchasers of those assets.

After the trustee found an appropriate purchaser for the Seaway
Defender (over five months after the filing of the Complaint), Cal
Dive continued to delay and impede the divestiture of the vessel by
failing to divest the vessel in a condition and state of repair equal
to its condition and state of repair as of the date Cal Dive acquired
it from Stolt. Before transferring possession of the Seaway Defender,
Cal Dive removed a pump and three diving helmets, equipment necessary
and integral to the operation of the Seaway Defender's saturation
diving system that had been part of the vessel when Cal Dive had acquired
it from Stolt.

Cal Dive engaged in a course of conduct that frustrated the prompt
and certain divestiture called for by the Final Judgment. Cal Dive
violated the terms of the Final Judgment by failing to use its best
efforts to divest the Saturation Diving Assets as expeditiously as
possible, failing to divest the assets in the same condition and repair
as they existed at the time it acquired them, and failing to abide
by its commitment to take no action that would jeopardize, delay,
or impede the divestiture or impede the operation of the Saturation
Diving Assets.

By the acts described above, Respondents have been in civil contempt
for violating Sections IV.A., IV.E., IV.F., and VIII. of the Final
Judgment and Sections IV.B., V.A. and V.B. of the Hold Separate Order.

VI. PRAYER

For the foregoing reasons, the United States respectfully requests
that this Court enter an Order directing Respondents to appear before
this Court at a time and place to be fixed in that Order and to show
cause why they should not be adjudged in civil contempt of this Court.
The United States also prays for the following relief:

that the Respondents be found in civil contempt for the violations
of the Final Judgment and Hold Separate as described above;

that the Respondents be ordered to pay an amount deemed appropriate
by this Court for contempt of the Final Judgment and Hold Separate
Order;

that the United States be awarded costs and attorneys fees incurred
in investigating the Respondents' conduct and filing this Petition;
and

that the United States have any and all other relief as the Court
may deem justified.